De a capital res int di gest al 31 3 2013_final-eng

Interim Management Report to 31 March 2013

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INTERIM MANAGEMENT REPORT

TO 31 MARCH 2013 ______________________

First Quarter 2013

Board of Directors of DeA Capital S.p.A. Milan, 9 May 2013


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DeA Capital S.p.A.

Corporate information DeA Capital S.p.A. is subject to the management and co-

ordination of De Agostini S.p.A. Registered office: Via Brera 21, 20121 Milan, Italy Share capital: EUR 306,612,100 (fully paid-up) comprising 306,612,100 shares with a nominal value of EUR 1 each (including 32,637,004 held in the portfolio at 31 March 2013). Tax code, VAT code and recorded in the Milan Register of Companies under no. 07918170015

Board of Directors (*) Chairman Lorenzo Pellicioli Chief Executive Officer Paolo Ceretti Directors Lino Benassi Rosario Bifulco (1/4/5) Marco Boroli Stefania Boroli Marco Drago Roberto Drago

Francesca Golfetto (1 /3 / 5) Severino Salvemini (2 /3 / 5)

Board of Statutory Auditors (*)

Chairman Angelo Gaviani Regular Auditors Gian Piero Balducci Annalisa Raffaella Donesana Alternate Auditors Annamaria Esposito Abate Maurizio Ferrero Giulio Gasloli Secretariat of the Board of Directors

Diana Allegretti

Manager responsible for preparing the company’s accounts

Manolo Santilli

Independent Auditors KPMG S.p.A. (*) In office until the approval of the financial statements to 31 December 2015 (1) Member of the Control and Risk Committee (2) Member and Chairman of the Control and Risk Committee (3) Member of the Remuneration and Appointments Committee (4) Member and Chairman of the Remuneration and Appointments Committee (5) Independent director


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Contents

Interim Report on Operations

1. Profile of DeA Capital S.p.A. 2. Information for shareholders 3. The DeA Capital Group’s key Statement of Financial Position and Income Statement

figures

4. Significant events in the first quarter of 2013 5. The DeA Capital Group’s results 6. Other information

Consolidated Financial Statements and Notes to the Accounts Statement of Responsibilities for the Interim Management Report to 31 March 2013


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Interim Report on Operations


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1. Profile of DeA Capital S.p.A.

With an investment portfolio of around EUR 900 million and assets under management of over EUR 10,600 million, DeA Capital S.p.A. is one of Italy’s largest alternative investment operators. The company, which operates in both the Private Equity Investment and Alternative Asset Management businesses, is listed on the FTSE Italia STAR segment of the Milan stock exchange, and heads the De Agostini Group in the area of financial investments. In the Private Equity Investment business, DeA Capital S.p.A. has "permanent" capital, and therefore has the advantage – compared with traditional private equity funds, which are normally restricted to a pre-determined duration – of greater flexibility in optimising the timing of entry to and exit from investments. In terms of investment policy, this flexibility allows it to adopt an approach based on value creation over the medium to long term. In the Alternative Asset Management business, DeA Capital S.p.A. – through its subsidiaries IDeA FIMIT SGR and IDeA Capital Funds SGR – is Italy’s leading operator in real estate fund management and private equity funds of funds programmes, respectively. The two companies are active in the promotion, management and value enhancement of investment funds, using approaches based on sector experience and the ability to identify opportunities for achieving the best returns. As Alternative Asset Management focuses on managing funds with a medium-term to long-term duration, it generates cash flows that are relatively stable over time for DeA Capital S.p.A. This, in turn, enables the company to cover the typical investment cycle of the private equity investment sector. PRIVATE EQUITY INVESTMENT

ALTERNATIVE ASSET MANAGEMENT

Direct investments In the services sector, in Europe and Emerging Europe.

Indirect investments In private equity funds of funds, co-investment funds and theme funds.

IDeA Capital Funds SGR, which manages private equity funds (funds of funds, co-investment funds and theme funds) Assets under management: EUR 1.2 billion

IDeA FIMIT SGR, which manages

real estate funds. Assets under management: EUR 9.4 billion

IRE/IRE Advisory, which operates in project, property and facility management, as well as real estate brokerage


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At 31 March 2013, DeA Capital S.p.A. reported group consolidated shareholders’ equity of EUR 744.2 million (EUR 723.1 million at 31 December 2012), corresponding to a net asset value (NAV) of EUR 2.72 per share (EUR 2.63 per share at 31 December 2012), with an investment portfolio of EUR 905.7 million (EUR 873.1 million at 31 December 2012). More specifically, the investment portfolio, which consists of private equity investments of EUR 484.1 million, private equity investment funds of EUR 189.9 million and net assets relating to the Alternative Asset Management business of EUR 231.7 million breaks down as follows.

Investment portfolio

n. EUR/mln

Equity investments 9 484.1

Funds 12 189.9

Private Equity Investment 21 674.0

Alternative Asset Management (*) 4 231.7

Investment portfolio 25 905.7

(*) Equity investments in subsidiaries relating to Alternative Asset Management are valued using the equity method in this table.

March 31, 2013


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PRIVATE EQUITY INVESTMENT

o Main investments

strategic shareholding in Générale de Santé (GDS), France's leading

private healthcare provider, whose shares are listed on the Eurolist market in Paris (with a free float of less than 5% and low trading volumes). The investment is held through the Luxembourg-registered company Santé S.A., an associate of the DeA Capital Group (with a stake of 42.89%).

Minority shareholding in Migros, Turkey's biggest food retail chain, whose

shares are listed on the Istanbul Stock Exchange. The investment is held through the Luxembourg-registered company Kenan Investments S.A., an investment recorded in the AFS portfolio of the DeA Capital Group (with a stake of 17.03%).

Strategic shareholding in Sigla, which provides consumer credit for non-

specific purposes (salary-backed loans and personal loans) and services non-performing loans in Italy. The investment is held through the Luxembourg-registered company Sigla Luxembourg S.A., an associate of the DeA Capital Group (with a stake of 41.39%).

o Funds

units in four funds managed by the subsidiary IDeA Capital Funds SGR i.e. in the funds of funds IDeA I Fund of Funds (IDeA I FoF) and ICF II, in the co-investment fund IDeA Opportunity Fund I (IDeA OF I) and in the theme fund IDeA Energy Efficiency and Sustainable Growth (IDeA EESS)

a unit in the real estate fund Atlantic Value Added (AVA) managed by

IDeA FIMIT SGR

units in seven venture capital funds.

ALTERNATIVE ASSET MANAGEMENT

controlling interest in IDeA Capital Funds SGR (100%), which manages private equity funds (funds of funds, co-investment funds and theme funds) with about EUR 1.2 billion in assets under management and four managed funds

controlling interest in IDeA FIMIT SGR (61.30%), Italy's largest

independent real estate asset management company with about EUR 9.4 billion in assets under management and 31 managed funds (including five listed funds)

controlling stake (96.25%) in IRE/IRE Advisory, which operate in

project, property and facility management, as well as real estate brokerage. The corporate structure of the group headed by DeA Capital S.p.A. (DeA Capital Group, or the Group) at the end of the first quarter of 2013 is summarised below:


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DeA CapitalS.p.A.

Shareholdingsand funds

100%

DeA CapitalInvestments S.A.(Luxembourg)

QuotaIDeAOF I

QuotaIDeA I

Fund of Funds

ShareholdingKenan

Investments

ShareholdingSanté

ShareholdingSigla

Luxembourg

ShareholdingMigros

IRE

IRE Advisory

100%

IDeACapital Funds

SGR

100%

100%

QuotaICF II

96,25%

ShareholdingSigla

ShareholdingGDS

Private Equity Investment

Alternative Asset Management

Holding Companies

QuotaEESS

IFIM

100%

20,98%

40,32%

IDeA FIMITSGR

QuotaAVA

Private EquityInvestment “Direct”

Private Equity Investment“Indirect”

DeA CapitalReal Estate



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2. Information for shareholders

Shareholder structure - DeA Capital S.p.A. (#)

De Agostini S.p.A.58.3%

Treasury stock10.6%

Mediobanca4.8%

DEB Holding3.8%

Free float22.5%

(#) Figures to 31 March 2013


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Share performance (°)

- Period from 11 January 2007, when DeA Capital S.p.A. began operations, to 31 March 2013

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

DeA Capital LPX 50 FTSE All

- Period from 1 January 2013 to 31 March 2013

1.25

1.30

1.35

1.40

1.45

1.50

1.55

1.60

DeA Capital FTSE All LPX 50

(°) Source: Bloomberg


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Performance of the DeA Capital share to 31 March 2013

The company’s share price declined by 52.6% between 11 January 2007, when DeA Capital S.p.A. began operations, and 31 March 2013. In the same period, the FTSE All-Share® and LPX50® fell by 61.3% and 35.2% respectively. The DeA Capital share rose by 0.3% in the first quarter of 2013, while the Italian market index FTSE All-Share® declined by 4.6%, and the LPX50® gained 16.7%. The share’s liquidity was lower than in 2012, with average daily trading volumes of around 88,000 shares. The share prices recorded in the first quarter of 2013 are shown below: (in Euro) 1 Jan – 31 Mar 2013 Maximum price 1.48 Minimum price 1.28 Average price 1.38 Price at 31 March 2013 (EUR per share) 1.34

Market capitalisation at 31 March 2013 (*) (EUR million) 411 (*) capitalisation net of own shares: EUR 367 million


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Investor Relations

DeA Capital S.p.A. maintains stable and structured relationships with institutional and individual investors. Since the beginning of 2013, as in previous years, the company has continued its communications campaign, and took part in the Milan Star Conference in March 2013. As well as one-to-one meetings with institutional investors, a plenary presentation was also held on this occasion, to illustrate in detail new developments relating to subsidiary IDeA FIMIT SGR; the presentation is available to all stakeholders on the DeA Capital website. Since the beginning of the year, the company has also held meetings and conference calls with institutional investors, portfolio managers and financial analysts from Italy and abroad. Coverage of the DeA Capital stock is currently carried out by Equita SIM and Intermonte SIM, the two main intermediaries on the Italian market, with Intermonte SIM acting as a specialist. The research prepared by these intermediaries is available in the Investor Relations section of the website www.deacapital.it. In December 2008, the DeA Capital share joined the LPX50® and LPX Europe® indices. The LPX® indices measure the performance of the major listed companies operating in private equity (“Listed Private Equity” or LPE). Due to its high degree of diversification by region and type of LPE investment, the LPX50® index has become one of the most popular benchmarks for the LPE asset class. The method used to constitute the index is published in the LPX Equity Index Guide. For further information please visit the website: www.lpx.ch. The DeA Capital share is also listed on the GLPE Global Listed Private Equity Index, the index created by Red Rocks Capital, a US asset management company specialising in listed private equity companies. The index was created to monitor the performance of listed private equity companies around the world and is composed of 40 to 75 stocks. For further information, see www.redrockscapital.com (GLPE Index). The website is the primary mode of contact for individual investors, who may choose to subscribe to a mailing list and send questions or requests for information and documents to the company's Investor Relations department, which is committed to answering queries promptly, as stated in the Investor Relations Policy published on the site. A quarterly newsletter is also published for individual investors to keep them updated on the main items of news, as well as providing clear and simple analysis of quarterly results and share performance. DeA Capital also launched a mobile site, www.deacapital.mobi in July 2012. This will stakeholders a further way in which to access key information about DeA Capital via their mobile phone or smartphone.


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3. The DeA Capital Group’s key Statement of Financial Position and

Income Statement figures The DeA Capital Group’s key income statement and statement of financial position figures to 31 March 2013 are shown below, compared with the corresponding figures to 31 March 2012 and 31 December 2012.

(EUR million)

NAV/share (EUR) 2.72 2.63Group NAV 744.2 723.1

Investment portfolio 905.7 873.1

Net financial position – Holding Companies (150.9) (141.6)Net financial position consolidated (120.8) (123.6)

(EUR million)

Group net profit/(loss) 3.1 (0.9)

Comprehensive income (Group share) 21.7 34.0(Statement of Performance – IAS 1)

March 31,2013

December 31,2012

March 31,2013

March 31,2012

The table below shows the change in the NAV during the first quarter of 2013:

Group NAV at 31.12.12 723.1 274.6 2.63

Purchase of own shares (0.9) (0.6) 1.40

Other comprehensive income - Statement of Performance – IAS 1 21.7

Other movements of NAV 0.3

Group NAV at 31.03.13 744.2 274.0 2.72

(*) Average price of purchases in 2013

Change in Group NAV Total value (EUR m)

No. Shares (millions)

Value per share (€)

(*)


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The table below provides details of the Group’s statement of financial position at 31 March 2013:

M€ % NIC €/Share M€ % NIC €/Share

Private Equity Investment- Santè / GDS 229.6 26% 0.84 226.1 26% 0.82- Kenan Inv. / Migros 239.8 27% 0.88 223.6 26% 0.81- Fondi di Private Equity / Real Estate 189.9 21% 0.69 180.8 21% 0.66- Other (Sigla, ..) 14.7 2% 0.05 15.0 2% 0.05Total PEI (A) 674.0 75% 2.46 645.5 75% 2.35

0 0% 0.00 0 0% 0%Alternative Asset Management 0.00 0% 0.00 0.00 0% 0%- IDeA FIMIT SGR 171.5 19% 0.63 168.5 19% 0.61- IDeA Capital Funds SGR 54.5 6% 0.20 53.8 6% 0.20- IRE / IRE Advisory 5.7 1% 0.02 5.3 1% 0.02Total AAM (B) 231.7 26% 0.85 227.6 26% 0.83

Investment portfolio (A+B) 905.7 101% 3.31 873.1 101% 3.18

Other net assets (liabilities) (10.6) -1% (0.04) (8.4) -1% (0.03)

NET INVESTED CAPITAL ("NIC") 895.1 100% 3.27 864.7 100% 3.15

Net Financial Debt Holdings 150.9 17% 0.55 141.6 16% 0.52

NAV 744.2 83% 2.72 723.1 84% 2.63

March 31,2013 December 31,2012


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4. Significant events in the first quarter of 2013

The significant events that occurred in the first quarter of 2013 are reported below. Private equity funds – paid calls/reimbursements

In the first quarter of 2013, the DeA Capital Group increased its investment in the IDeA I FoF, ICF II, IDeA OF I and IDeA EESS funds following total payments of EUR 12.6 million (EUR 0.3 million, EUR 5.7 million, EUR 4.5 million and EUR 2.0 million respectively). At the same time, the DeA Capital Group received capital reimbursements totalling EUR 6.6 million from the IDeA I FoF and ICF II funds (EUR 5.5 million and EUR 1.1 million respectively) to be used in full to reduce the carrying value of the units.

Loan agreement with Mediobanca – use of the revolving line On 15 January 2013 the DeA Capital Group made further use (EUR 20 million) of the revolving credit line with Mediobanca – Banca di Credito Finanziario S.p.A., bringing its overall use to EUR 40 million. The use of this loan brings the Group's total loans from Mediobanca to EUR 120 million, including the previously existing bullet line of EUR 80 million. Note that the above-mentioned lines are due to be repaid via a single payment on 16 December 2015, although DeA Capital S.p.A. has the option to make full or partial early repayments during the term of the loan.

Purchase of IDeA SIM S.p.A. shares and subsequent liquidation of the company

On 25 February 2013, in compliance with the provisions of various agreements reached with the former CEO of IDeA SIM, DeA Capital S.p.A. acquired the shares held by IDeA SIM, equal to 30% of its capital, bringing its investment to 95% of the company’s capital. The price paid was EUR 79 thousand. On 11 April 2013 the shareholders’ meeting of IDeA SIM voted to convert the company and rename it IDeA Consulenza S.r.l., and at the same time put it into liquidation.

Acquisition of a shareholding in IDeA FIMIT SGR On 27 February 2013, DeA Capital S.p.A. signed an agreement with Inarcassa to acquire shares from the latter representing 2.98% of the capital of IDeA FIMIT SGR for a price of around EUR 5.9 million; financial equity instruments issued by IDeA FIMIT SGR and held by Inarcassa were excluded from the sale. The deal, that brought DeA Capital Group’s stake to 64.28%, was closed on 29 April 2013, once the pre-emptive rights had expired.

IRE capital increase On 19 March 2013 the IRE shareholders’ meeting approved a capital increase reserved for the company’s CEO, to acquire a stake of 3.75% in the company, for a payment of approximately EUR 151 thousand, equal to a pro-rata portion of the shareholders’ equity.


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Dividends from Alternative Asset Management

On 27 March 2013, the shareholders' meeting of IRE approved the company's financial statements to 31 December 2012 and voted to pay out dividends totalling EUR 2.4 million, including EUR 2.3 million to the DeA Capital Group. After the end of the first quarter of 2013, on 16 April 2013, the shareholders' meeting of IDeA Capital Funds SGR approved the company's financial statements to 31 December 2012 and voted to pay dividends totalling EUR 4.4 million (paid on 22 April 2013) entirely to the parent company, DeA Capital S.p.A. Again, following the close of the first quarter, on 17 April 2013, the shareholders' meeting of IDeA FIMIT SGR S.p.A. approved the company's financial statements to 31 December 2012 and voted to pay out dividends totalling EUR 15.6 million, including around EUR 10.0 million to the DeA Capital Group. In summary, dividends paid during 2013 by the Alternative Asset Management business to the DeA Capital Group's holding companies totalled EUR 16.7 million (EUR 15.0 million in 2012).


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5. The DeA Capital Group’s results

Consolidated results for the period relate to the operations of the DeA Capital Group in the following businesses:

Private Equity Investment, which includes the reporting units involved in private equity

investment, broken down into equity investments (Direct Investments) and investments in funds (Indirect Investments)

Alternative Asset Management, which includes reporting units involved in asset

management activities and related services, with a focus on the management of private equity and real estate funds.

The DeA Capital Group’s investment portfolio The composition of the DeA Capital Group's investment portfolio in the Private Equity Investment and Alternative Asset Management businesses, as defined above, are summarised in the table below. Investment portfolio

n. EUR/mln

Equity investments 9 484.1

Funds 12 189.9

Private Equity Investment 21 674.0

Alternative Asset Management (*) 4 231.7

Investment portfolio 25 905.7

(*) Equity investments in subsidiaries relating to Alternative Asset Management are valued using the equity method in this table.

March 31, 2013

Details on portfolio asset movements in the first quarter of 2013 are provided in the sections on the Private Equity Investment and Alternative Asset Management businesses below.

Private Equity Investment In terms of equity investments, at 31 March 2013, the DeA Capital Group was a shareholder of:

Santé, indirect Parent Company of Générale de Santé (valued at EUR 229.6 million) Kenan Investments, indirect Parent Company of Migros (valued at EUR 239.8 million) Sigla Luxembourg, the Parent Company of Sigla (valued at EUR 12.1 million).

The DeA Capital Group is also a shareholder in six companies (Elixir Pharmaceuticals Inc., Kovio Inc., Stepstone, Harvip Investimenti, Alkimis SGR and Soprarno SGR (the latter has been classified in this category since 31 December 2012) – whose total value at 31 March 2013 was EUR 2.6 million). With regard to funds, at 31 March 2013, the DeA Capital Group held units in:

IDeA I FoF (valued at EUR 100.2 million) IDeA OF I (valued at EUR 53.2 million)


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ICF II (valued at EUR 21.4 million) IDeA EESS (valued at EUR 2.5 million) AVA (valued at EUR 2.4 million) seven venture capital funds (with a total value of approximately EUR 10.2 million).

Valuations of equity investments and funds in the portfolio reflect estimates made using the information available on the date this document was prepared.


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Equity investments in associates

- Santé (Parent Company of GDS)

Headquarters: France Sector: Healthcare Website: www.generale-de-sante.fr Investment details: On 3 July 2007, DeA Capital S.p.A. finalised the purchase, through its wholly-owned subsidiary DeA Capital Investments, of a 43.01% stake in Santé S.A., the Parent Company of Générale de Santé S.A., both directly and through Santé Dévéloppement Europe S.A.S. At 31 March 2013, the DeA Capital Group's stake was 42.89% (i.e. 42.99% in economic terms).

Brief description: Founded in 1987 and listed on the Eurolist market in Paris since 2001, Générale de Santé is a leading player in the private healthcare sector in France with revenues of about EUR 2 billion at end-2012. France is the second largest country in Europe in terms of annual healthcare expenditure after Germany. Its healthcare system is one of the most advanced in the world, is still heavily fragmented and is marked by the presence of numerous independent hospitals. The company has approximately 19,400 employees and 106 clinics in total. In addition, it is the main independent association of doctors in France (over 5,000 doctors). Its activities include medicine, surgery, obstetrics, oncology and radiotherapy, mental health, subacute pathologies and rehabilitation. The company operates under the following names: Générale de Santé Cliniques (acute care), Médipsy (psychiatry), Dynamis (rehabilitation) and Généridis (radiotherapy). The investment in Santé, which is reported under “Investments in associates”, is valued at approximately EUR 229.6 million in the consolidated financial statements to 31 March 2013 (EUR 226.1 million at 31 December 2012). The change compared with the figure reported at 31 December 2012 is attributable to the net profit of EUR 3.1 million for the period combined with other increases in equity of EUR 0.4 million (largely due to the increase in fair value of interest rate swaps taken out to hedge the interest rate risk on debt exposure).


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Générale de Santé (EUR million)

FirstQuarter

2013

FirstQuarter

2012 % chg.Revenues 499 518 -3.5%EBITDA 79 80 -1.9%EBIT 45 47 -3.4%Group net profit 19 19 n.a.

Net financial debt (773) (862) -10.4% With regard to GDS’s operating performance, revenues in the first quarter of 2013 declined compared with the previous year (-3.5% as reported or -1.3% on a same structure basis, i.e. excluding the impact on the 2012 figures of the clinics sold during the year), mainly owing to the fact that there were two fewer working days than in the same period of 2012. The reduction in revenues versus 2012 was largely reabsorbed at operating profit level (EBITDA broadly stable) thanks to the continuous improvement in operating efficiency, mainly in relation to the management of purchase costs and personnel. The net financial position was broadly stable (EUR -773 million at 31 December 2012 compared with EUR -769 million at 31 December 2012), as operating cash flow was sufficient to cover company interest payments. As regards price changes, on 1 March 2013, the authorities adjusted tariffs for services in the medicine, surgery and obstetrics sector downwards by 0.56% compared with the previous year. It should be noted, however, that as stated in the 2012 annual financial statements, the many government initiatives to support economic activity, such as the package of measures to boost the competitiveness of French companies (which includes, inter alia, the competitiveness and employment tax credit, CICE) may partially offset the unfavourable price trend. To tackle the revenues trend described above, GDS is continuing with the process of reorganising the company into “hubs” (chains of clinics that optimise provision of the service by tailoring it to the requirements of the relevant geographical area), which in the medium to long term, is expected to lead to growth at the top line and in operating efficiency, and cost-saving initiatives focused on important categories of expenditure, which will potentially become effective more quickly.


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- Sigla Luxembourg (Parent Company of Sigla)

Headquarters: Italy Sector: Consumer credit Website: www.siglacredit.it Investment details: On 5 October 2007, DeA Capital Investments finalised the acquisition of a stake (currently 41.39%) in Sigla Luxembourg, the holding company that controls Sigla, which operates in Italy and provides consumer credit for non-specific purposes. Brief description: Sigla, which is recorded in the special list pursuant to art. 107 of the T.U.B. (Italian consolidated banking law) with effect from 31 March 2011, specialises in personal loans and "salary-backed loans". It is a benchmark operator in the provision of financial services to households, and operates throughout Italy, chiefly through a network of agents. The company’s product range of personal loans and salary-backed loans was expanded in 2010 to include the servicing of portfolios of unsecured non-performing loans (personal loans and credit cards). The investment in Sigla Luxembourg, which is recorded under “Investments in associates”, was worth around EUR 12.1 million in the consolidated financial statements to 31 March 2013 (EUR 12.3 million at 31 December 2012). The change compared with 31 December 2012 is due to the loss made in the period.

Sigla (EUR million)

FirstQuarter

2013

FirstQuarter

2012 % chg.Loans to customers* 56.2 61.7 -9.0%Revenues from loans to customers 0.7 0.9 -24.9%CQS granted 17.1 23.8 -28.2%Revenues from CQS 0.7 1.4 -47.9%Group net profit (0.5) (0.1) n.a.* Net receivables exclude salary-backed loans (CQS) In terms of operating performance, Sigla recorded a net loss in the first quarter of 2013, a decline on the same period of the previous year, mainly due to the reduction in salary-backed loans granted, which was only partially offset by measures to make the company’s structure more efficient. However, it should be noted that, in partial mitigation of this performance, the monthly decline in the granting of salary-backed loans that had lasted throughout the whole of 2012 gave way in the first quarter of 2013 to renewed month-on-month growth, attributable to the fact that statutory measures intended to restructure lending channels have started to take effect (inter alia: agents’ obligation to stipulate one-firm agreements, with the consequent concentration of practices on a limited number of larger partners such as Sigla). In an environment where the difficulties associated with both the ongoing effects of the economic crisis on the propensity to spend and the consequent deleveraging requirements of


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lending banks continue to be felt, Sigla - one of the few remaining operators in the sector that is independent from banks - is gradually focusing its business model on its role as a link in the distribution chain for salary-backed loans. In this way, it aims to supplement the direct distribution channel provided by the banks. and to act as a hub for agents in the territory, the size of which does not facilitate the management of an increasingly complex regulatory framework. At the same time, ahead of a stronger recovery in lending volumes, the company is continuing to focus on the gradual reduction of operating risks (specifically, it has recently started to pay out personal loans on behalf of banks, in contrast to its original direct lending approach, and has created a without-recourse salary-backed product) and on continuously improving the efficiency of the structure.


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Equity investments in other companies

- Kenan Investments (indirect Parent Company of Migros)

Headquarters: Turkey Sector: Food retail Website: www.migros.com.tr Investment details: In 2008, the DeA Capital Group acquired about 17% of the capital of Kenan Investments, the company heading the structure to acquire the controlling interest in Migros. Brief description: Migros was established in 1954, and is the leading company in the food retail sector in Turkey with a share of about 34% in the organised retail market. Growth in the food retail sector in Turkey is a relatively recent phenomenon, brought about by the transition from traditional systems such as bakkals (small stores typically run by families) to an increasingly widespread organised distribution model driven by expansion and the modernisation process under way in Turkey. The company has a total of 882 outlets (at 31 December 2012) with a total net sales area of approximately 852,000 square metres. Migros is present in all seven regions of Turkey, and has a marginal presence in Kazakhstan and Macedonia. The company operates under the following names: Migros, Tansas and Macrocenter (supermarkets), 5M (hypermarkets), Ramstore (supermarkets abroad) and Kangurum (online store). The equity investment in Kenan Investments is recorded in the consolidated financial statements to 31 March 2013 at EUR 239.8 million (compared with EUR 223.6 million at 31 December 2012). The increase of EUR 16.2 million was due to the rise in the value of Migros shares (TRY 22.65 per share at 31 March 2013, compared with approximately TRY 21.5 per share at 31 December 2012, and the strengthening of the Turkish lira against the euro (2.31 TRY/EUR at 31 march 2013 versus 2.36 TRY/EUR at 31 December 2012). The effect on the DeA Capital Group’s NAV of this change in fair value was partially offset by the provisioning of estimated carried interest, to be paid to the lead investor, BC Partners, based on the total capital gain.


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Migros (mln YTL) 2012* 2011* % chg.Revenues 6.482 5.753 12,7%EBITDA 430 398 8,0%EBIT 248 232 6,7%Group net profit 88 (163) n.s.

Net financial debt (1.465) (1.611) 9%* Awaiting publication of the data of the first quarter 2013 - the data for year 2012 are provided With regard to the macro-economic environment, the Turkish economy recorded GDP growth of around +2.2% year-on-year in 2012; the slowdown in economic growth (from a rate of +8.8% in 2011) helped the country to reduce its current account deficit, which contributed to the raising of its country rating to investment grade for the first time by Fitch last November. This in turn led to a stabilisation in the exchange rate. The food retail sector in Turkey remained buoyant in 2012, with sustained growth in commercial space (+9.6%) and the supermarket segment (+9.2% yoy), which maintained its dominant position. In the first quarter of 2013, there were important announcements in the sector, with DiaSa, Turkey’s fourth largest discount chain, to be acquired by the new owners of discount chain Şok, placed third in the same ranking, and the acquisition by the Sabanci Group of the majority stake of Carrefour-Turkey, joint venture between the Sabanci Group and Carrefour (which now holds a minority stake). In terms of Migros’ operating performance, revenues grew by 12.7% in 2012, compared with 2011 (the scope of activities for which does not include the discount division sold in August 2011), driven by the expansion of the sales network (137 new supermarkets were opened in 12 months), accompanied by more modest growth in EBITDA, and broadly stable operating profit. Net profit increased, due to the revaluation of the debt component in euro following the rise of the Turkish lira. Note that Migros has confirmed its intention, for the medium term, to maintain a sustained rate of expansion of its network, by opening between 100 and 150 new supermarkets a year, with a focus on areas of 150-350 square metres (with a particular emphasis on fresh products, a growing proportion of private label products and a much broader choice than offered by discount stores), as well as one to two hypermarkets each year. This growth strategy has led the company to issue guidance of double-digit revenue growth and an EBITDA margin within the range of 6-6.5% for 2012-2013.


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- Other investments

Other equity investments, managed opportunistically with a view to increasing their value, totalled approximately EUR 2.6 million in the consolidated financial statements to 31 March 2013, due mainly to investment in Soprarno SGR (EUR 1.6 million).

Company Registered office Business sector % holding

Alkimis SGR Italy Asset management company 10.00

Elixir Pharmaceuticals Inc. USA Biotech 1.30

Harvip Investimenti S.p.A. Italy Distressed real estate and other investments 25.00

Kovio Inc. USA Printed circuitry 0.42

Soprarno SGR Italy Asset management company 20.00

Stepstone Acquisition Sàrl Luxembourg Special Opportunities 36.72


26

Funds At 31 March 2013, the DeA Capital Group’s Private Equity Investment business included investments (other than the investment in the IDeA OF I fund and in the AVA real estate fund, which are classified under “Investments in associates”, based on the units held) in two funds of funds (IDeA I FoF and ICF II), one theme fund (IDeA EESS) and another seven venture capital funds for a total of approximately EUR 189.9 million (corresponding to the estimated fair value calculated using the information available on the date this document was prepared). Residual commitments for all the funds in the portfolio were approximately EUR 113.7 million.

- IDeA OF I

IDeA Opportunity Fund I Headquarters: Italy Sector: Private equity Website: www.ideasgr.com Investment details: IDeA OF I is a closed-end fund under Italian law for qualified investors, which began activity on 9 May 2008, and is managed by IDeA Capital Funds SGR. At its meeting on 20 July 2011, the Board of Directors of IDeA Capital Funds SGR approved a number of regulatory changes. These included changing the name of the IDeA Co-Investment Fund I to IDeA Opportunity Fund I (IDeA OF I) and extending investment opportunities to qualified minority interests, independently or via syndicates. The DeA Capital Group has a total commitment of up to EUR 101.8 million in the fund. Brief description: IDeA OF I has total assets of approximately EUR 217 million. Its objective is to invest either via syndicates with a lead investor, or independently, by purchasing qualified minority interests. At 31 March 2013, IDeA OF I had called up approximately 75.3% of the total commitment after making eight investments:

- on 8 October 2008, it acquired a 5% stake in Giochi Preziosi S.p.A., a company active in the production, marketing and sale of children’s games with a product line covering childhood to early adolescence

- on 22 December 2008, it acquired a 4% stake in Manutencoop Facility Management

S.p.A. by subscribing to a reserved capital increase. This company is Italy’s leading integrated facility management company, providing and managing a wide range of property management services and other services for individuals and government agencies

- on 31 March 2009, it acquired a 17.43% stake in Grandi Navi Veloci S.p.A., an Italian shipping company that transports passengers and goods on various routes around the Mediterranean Sea. On 2 May 2011, with the finalisation of Marinvest's entry into the shareholder structure of Grandi Navi Veloci S.p.A. by subscribing to a reserved


27

capital increase, the stake held by IDeA OF I was diluted to 9.21%. On 2 August 2012, IDeA OF I’s decision not to subscribe, on a pro-rata basis, to a further capital increase led to a dilution in its holding to 3.68%

- on 10 February 2011, it invested in bonds convertible into shares of Euticals S.p.A.,

the Italian leader in the production of active ingredients for pharmaceutical companies that operate in the generics sector. As part of the extraordinary transaction that led to the transfer of the controlling share in Euticals S.p.A., on 3 April 2012 these bonds were transferred into the acquisition vehicle, Lauro 57, which now owns 100% of Euticals S.p.A.; in exchange, a stake of 7.77% was acquired in the same acquisition vehicle (generating a capital gain of EUR 6.9 million)

- on 25 February 2011, it purchased a 9.29% stake in Telit Communications PLC, the

third-largest producer of machine-to-machine communications systems in the world. The stake held by OF I was subsequently diluted to 9.08% due to the exercise of stock options by the company's management

- on 11 September 2012, an investment agreement was signed with Filocapital S.r.l., the main shareholder in Iacobucci HF Electronics S.p.A. (Iacobucci), a company that manufactures trolleys for aeroplanes and trains, and specialises in the design, production and marketing of components for aircraft fittings and furnishings. A maximum of EUR 12 million will be invested, in several phases: (i) subscription to a bond that is convertible into Iacobucci shares, totalling EUR 6 million on the closing date; (ii) subscription to a capital increase, in divisible form, totalling EUR 6 million, to be paid in two equal tranches – following approval of the half-year figures to 30 June 2013 and the financial statements to 31 December 2013 – based on the achievement of certain EBITDA and net debt figures. If the above-mentioned convertible bond were converted and the events for a capital increase materialised, IDeA OF I would acquire an overall stake of 34.9% in Iacobucci.

- on 9 October 2012, IDeA OF I invested EUR 15 million to acquire an indirect stake of 4.6% in Patentes Talgo S.A. (Talgo), a Spanish company that designs and produces solutions for the rail sector, chiefly sold on the international market (high-speed trains, and maintenance vehicles and systems)

- on 12 December 2012, IDeA OF I invested EUR 12.3 million to acquire a stake of

29.34% in 2IL Orthopaedics, a Luxembourg-registered vehicle which, through an initial purchase offer and subsequent delisting of previously listed shares, obtained full control (on 15 February 2013) of UK company Corin Group PLC (Corin). Corin is active in the production and marketing of orthopaedic devices, especially for hips and knees

- on 27 February 2013, IDeA OF I invested EUR 8.5 million to acquire a stake of 10% in Elemaster S.p.A. (Elemaster), the leading operator in ODM (original design manufacturing) and EMS (electronic manufacturing service) i.e. the design and construction of electronic equipment. At the same time, the Energy Efficiency and Sustainable Development Fund, also managed by IDeA Capital Funds SGR, invested an equal amount in Elemaster to acquire a similar stake.

The units held in IDeA OF I were reported in the consolidated financial statements to 31 March 2013 at around EUR 53.2 million, versus EUR 48.1 million at 31 December 2012. The change is attributable to capital calls of EUR 4.5 million, an increase of EUR 1.1 million in the fair value, and pro-rata net profit for the period of EUR 0.5 million. The table below shows the key figures for IDeA OF I at 31 March 2013.


28

IDeA OF I Registered office

Year of commit

mentFund Size Subscribed

commitment

% DeA Capital in

fund

Euro (€)IDeA Opportunity Fund I Italy 2008 216,550,000 101,750,000 46.99

Residual CommitmentsTotal residual commitment in: Euro 27,147,621


29

- IDeA I FoF

IDeA I Fund of Funds Headquarters: Italy Sector: Private equity Website: www.ideasgr.com Investment details: IDeA I FoF is a closed-end fund under Italian law for qualified investors, which began activity on 30 January 2007, and is managed by IDeA Capital Funds SGR. The DeA Capital Group has a total commitment of up to EUR 173.5 million in the fund. Brief description: IDeA I FoF, which has total assets of approximately EUR 681 million, invests its assets in units of unlisted closed-end funds that are mainly active in the local private equity sector of various countries. It optimises the risk-return profile through careful diversification of assets among managers with a proven track record of returns and solidity, different investment approaches, geographical areas and maturities. At the date of the latest report available, the IDeA I FOF portfolio was invested in 42 funds with different investment strategies; these funds in turn hold around 447 positions in companies with various degrees of maturity active in geographical regions with different growth rates. The funds are diversified in the buy-out (control) and expansion (minorities) categories, with overweighting towards medium- and small-scale transactions and special situations (distressed debt/equity and turnaround). At 31 March 2013, IDeA I FoF had called up 75.3% of its total commitment and had made reimbursements totalling approximately 26.7% of that commitment.


30

Other important information: Below is an analysis of the portfolio, updated to the date of the latest report available, broken down by year of investment, geographical area, type and sector.

Breakdown by industry(1)Breakdown by type(2)

Breakdown by vintage(1) Breakdown by geography(2)

21%

Uncommitted0%Global

RoW 14%

US

21%

Europe45%

9%

6%

14%

Mid Buyout31%

Large Buyout

15%

Uncommitted0%Special Situations

19%

Expansion

VC5%

Asset Based PE

Small Buyout

12%

5%

5%14%

Media3%

Financials5% Pharma1%

Healthcare6%

Cons. Staples7%

Cons. Discretionary

Energy 12%

Transportation

Industrials8%

RE

2%

LeisureIT

Materials 12%8%Distressed Portfolio

24%

6%

20122011

12%

2010

200915%

200816%

200714%

20066%

2005

3%

2000-2004

3%

Notes:

1. % of the FMV of the investment at 31 March 2013 2. % of fund size based on paid-in exposure (capital invested + residual commitments) at 31 March 2013

The units in IDeA I FoF had a value of approximately EUR 100.2 million in the consolidated financial statements to 31 March 2013 (EUR 103.1 million at 31 December 2012). The decrease was due to net reimbursements of EUR -5.2 million and the increase in fair value of EUR 2.3 million. The table below shows the key figures for IDeA I FoF at 31 March 2013.

IDeA I FoF Registered office

Year of commit


commitment

% DeA Capital in

fund

Euro (€)IDeA I Fund of Funds Italy 2007 681,050,000 173,500,000 25.48



31

- ICF II

ICF II Headquarters: Italy Sector: Private equity Website: www.ideasgr.com Investment details: ICF II is a closed-end fund under Italian law for qualified investors, which began activity on 24 February 2009, and is managed by IDeA Capital Funds SGR. The DeA Capital Group has a total commitment of up to EUR 51 million in the fund. Brief description: ICF II, which had total assets of EUR 281 million, invests its assets in units of unlisted closed-end funds that are mainly active in the local private equity sector of various countries. It optimises the risk-return profile through careful diversification of assets among managers with a proven track record of returns and solidity, different investment approaches, geographical areas and maturities. The fund started building its portfolio by focusing on funds in the area of mid-market buy-outs, distressed and special situations, loans, turnarounds and funds with a specific sector slant, targeting in particular opportunities offered in the secondary market. At the date of the latest report available, the ICF II portfolio was invested in 27 funds with different investment strategies; these funds in turn hold positions in around 212 companies with various degrees of maturity that are active in geographical areas with different growth rates. At 31 March 2013, ICF II had called up 45.1% of its total commitment and had made reimbursements totalling approximately 4.8% of that commitment. Other relevant information: Below is an analysis of the portfolio, updated to the date of the latest report available, broken down by year of investment, geographical area, type and sector.


32

16%

Global

RoW 28%

US

27%

Europe29%

16%

Special Situations25%

Expansion

VC

6%Small/Mid Buyout

36%

Large Buyout

16%

2011

24%2010

22%

200920%

2008

1%

2007

2%

2004-20060%

201231%

11%

5%

8%

Distressed Portfolio

18%

7%Energy

3%Materials

Industrial

Leisure16%

IT

2%Media

Financials

3% Healthcare

9% Cons. Staples

16%

Cons. Discretionary

Breakdown by vintage(1) Breakdown by geography(2)

Breakdown by type(2) Breakdown by industry(1)

Notes: 1. % of the FMV of the investment at 31 March 2013 2. % of the commitment. Based on paid-in exposure (capital invested + residual commitments) at 31 March 2013

The units in ICF II had a value of approximately EUR 21.4 million in the consolidated financial statements to 31 March 2013 (EUR 16.5 million at 31 December 2012). The increase was due to net investments of EUR 4.6 million and the increase in fair value of EUR 0.3 million. The table below shows the key figures for ICF II at 31 March 2013.

ICF II Registered office

Year of commit


commitment

% DeA Capital in

fund

Euro (€)ICF II Italy 2009 281,000,000 51,000,000 18.15



33

- IDeA EESS

IDeA Efficienza Energetica e Sviluppo Sostenibile Headquarters: Italy Sector: Private equity Website: www.ideasgr.com Investment details: IDeA EESS is a closed-end fund under Italian law for qualified investors, which began activity on 1 August 2011, and is managed by IDeA Capital Funds SGR. The DeA Capital Group has a total commitment in the fund of EUR 15.3 million (increased since 31 March 2013 at the time of the fourth and final closing on 12 April 2013). Brief description: IDeA EESS is a closed-end mutual fund under Italian law for qualified investors, which seeks to acquire minority and controlling interests in unlisted companies in Italy and abroad (particularly Germany, Switzerland and Israel), by investing jointly with local partners. The fund is dedicated to investing in small and medium-sized manufacturing and service companies operating in the field of energy savings and the efficient use of natural resources. It focuses on the development of faster and cheaper solutions in the use of renewable energy sources while continuing to reduce CO2 emissions effectively, against a backdrop of sustained growth in global energy demand. On 8 May 2012, the fund made its first investment, acquiring 48% of Domotecnica Italiana S.r.l. (independent Italian franchising of thermo-hydraulic installers) for approximately EUR 2.6 million, as well as a commitment to subscribe, within the next 18 months, to capital increases totalling around EUR 1.0 million (IDeA EESS pro-rata share, of which EUR 0.3 million was paid on 7 December 2012). On 27 February 2013, the fund invested EUR 8.5 million to acquire a stake of 10% in Elemaster S.p.A. (Elemaster), the leading operator in ODM (original design manufacturing) and EMS (electronic manufacturing service) i.e. the design and construction of electronic equipment. At the same time, the IDeA Opportunity Fund I, also managed by IDeA Capital Funds SGR, invested an equal amount in Elemaster to acquire a similar stake. At 31 March 2013, IDeA EESS had called up about 24.8% of the total commitment. After the end of the quarter, on 23 April 2013, the fund acquired a 29.5% stake in SMRE for EUR 3.5 million, by subscribing to a reserved capital increase. SMRE specialises in the design and construction of industrial systems to cut and process fabric, and also has know-how in electrical drives with particularly innovative technology in integrated electric transmission.


34

The units in IDeA EESS had a value of approximately EUR 2.5 million in the consolidated financial statements to 31 March 2013 (EUR 0.6 million at 31 December 2012). The increase was the combined effect of net investments of EUR 2.0 million and the decrease of EUR 0.1 million in fair value. The table below shows the key figures for IDeA EESS at 31 March 2013.

IDeA EESS Registered office

Year of commit


commitment

% DeA Capital in

fund

Euro (€)IDeA Efficienza Energetica e Sviluppo Sostenibile Italy 2011 59,450,000 12,800,000 21.53



35

- AVA

Atlantic Value Added Headquarters: Italy Sector: Private equity – Real Estate Website: www.ideafimit.it Investment details: The "Atlantic Value Added Closed-End Speculative Real Estate Mutual Fund" is a mixed-contribution fund for qualified investors that began operations on 23 December 2011. DeA Capital Investments subscribed to a total commitment in the fund of up to EUR 5 million (acquiring five class A units, corresponding to 9.1% of the total commitment), with payments of EUR 2.6 million already made at 31 March 2013. Brief description: The Atlantic Value Added fund began its operations with a primary focus on real estate investments in the office and residential markets. The duration of the fund is eight years. The fund, which is managed by the subsidiary IDeA FIMIT SGR, has a commitment of around EUR 55 million. On 29 December 2011, the fund made its first investment totalling EUR 41.5 million through the purchase/subscription of units in the Venere Fund, a closed-end speculative reserved real estate fund managed by IDeA FIMIT SGR. The Venere Fund's real estate portfolio consists of 16 properties primarily for residential use located in northern Italy. The units in the AVA fund had a value of approximately EUR 2.4 millon in the consolidated financial statements to 31 March 2013 (unchanged versus 31 December 2012). The table below shows the key figures for the AVA fund at 31 March 2013:

AVA Registered office

Year of commit


commitment

% DeA Capital in

fund

Euro (€)Atlantic Value Added Italy 2011 55,000,000 5,000,000 9.08



36

- Units in venture capital funds

Units in venture capital funds are all concentrated in the parent company DeA Capital S.p.A., and are valued at approximately EUR 10.2 million in the financial statements to 31 March 2013 (EUR 10.1 million at end-2012). The table below shows the key figures for venture capital funds in the portfolio at 31 March 2013.

Venture Capital Funds Registered

officeYear of

commitment Fund Size Subscribed commitment

% DeA Capital in fund

Dollars (USD)

Doughty Hanson & Co Technology UK EU 2004 271,534,000 1,925,000 0.71

GIZA GE Venture Fund III Delaware U.S.A. 2003 211,680,000 10,000,000 4.72

Israel Seed IV Cayman Islands 2003 200,000,000 5,000,000 2.50

Pitango Venture Capital II Delaware U.S.A. 2003 125,000,000 5,000,000 4.00

Pitango Venture Capital III Delaware U.S.A. 2003 417,172,000 5,000,000 1.20

Totale Dollari 26,925,000

Euro (€)

Nexit Infocom 2000 Guernsey 2000 66,325,790 3,819,167 5.76

Sterlings (GBP)

Amadeus Capital II UK EU 2000 235,000,000 13,500,000 5.74

Residual Commitments

Total residual commitment in: Euro 3,600,862


37


At 31 March 2013, DeA Capital S.p.A. was the owner of:

100% of IDeA Capital Funds SGR 61.30% of IDeA FIMIT SGR (including 40.32% held through DeA Capital Real Estate,

and 20.98% through IFIM) 96.25% of IRE/IRE Advisory (which operates in project, property and facility

management and real estate brokerage).

- IDeA Capital Funds SGR

Headquarters: Italy Sector: Alternative Asset Management - Private Equity Website: www.ideasgr.com Investment details: IDeA Capital Funds SGR operates in the management of private equity funds (funds of funds, co-investment funds and theme funds). The asset management company manages four closed-end private equity funds, including two funds of funds (IDeA I FoF and ICF II), a "direct" co-investment fund (IDeA OF I) and a sector fund dedicated to energy efficiency (IDeA EESS). The investment programmes of IDeA Capital Funds SGR, which are regulated by the Bank of Italy and Consob, leverage the management team's wealth of experience in the sector. The investment strategies of funds of funds focus on building a diversified portfolio in private equity funds in the top quartile or that are next-generation leaders with balanced asset allocation through diversification by:

Industrial sector Investment strategy and stage (buy-outs, venture capital, special situations, etc.) Geographical area (Europe, US and the Rest of the World) Maturity (commitments with investment periods diluted over time).

The investment strategies of the "direct" co-investment fund focus on minority interests in medium to large-sized LBOs, together with leading qualified investors, with businesses that primarily focus on Europe, and diversification as a function of the appeal of individual sectors by limiting early-stage investments and excluding purely real estate investments. The investment philosophy of the EESS sector fund focuses on growth capital and buyout private equity to support the growth of small and medium-sized enterprises with excellent products or services in the energy efficiency and sustainable development arena. Investments in infrastructure for the generation of energy from renewable sources or early stage investments can be made in compliance with regulatory restrictions.


38

The table below summarises the value of assets under management and management fees for IDeA Capital Funds SGR at 31 March 2013.

(EUR million)Asset Under Management at 31.03.2013

Management fees

at 31.03.2013

IDeA Capital Funds SGRICF II 281 0.7 IDeA EESS 59 0.3 IDeA I FoF 681 1.3 IDeA OF I 217 0.6 Total IDeA Capital Funds SGR 1,238 2.9 In the first quarter of 2013, the company's operating performance was largely in line with that of the same period the previous year. IDeA Capital Funds SGR (EUR million) First Quarter 2013 First Quarter 2012

AUM 1,238 1,232

Management fees 2.9 3.0

EBT 1.4 1.7

Net profit 1.0 1.1


39

- IDeA FIMIT SGR

Headquarters: Italy Sector: Alternative Asset Management - Real Estate Website: www.ideafimit.it Investment details: IDeA FIMIT SGR is the biggest independent real estate asset management company in Italy, with around EUR 9.4 billion in assets under management and 31 managed funds (including five listed funds). This puts it among the major partners of Italian and international investors in promoting, creating and managing closed-end mutual real estate investment funds. IDeA FIMIT SGR undertakes three main lines of business:

the development of mutual real estate investment funds designed for institutional clients and private investors

the promotion of innovative real estate financial instruments to satisfy investors’ increasing demands

the professional management (technical, administrative and financial) of real estate funds with the assistance of in-house experts as well as the best independent technical, legal and tax advisors on the market.

The company has concentrated its investments in transactions with low risk, stable returns, low volatility, simple financial structures and, most importantly, an emphasis on real estate value. In particular, the asset management company specialises in "core" and "core plus" properties, but its major investments also include important "value added" transactions.

Due in part to successful transactions concluded in recent years, the asset management company is able to rely on a panel of prominent unit-holders consisting of Italian and international investors with a high standing such as pension funds, bank and insurance groups, capital companies and sovereign funds. On 1 July 2012, the deed of transfer signed by IDeA FIMIT SGR and Duemme SGR for the business division comprising mutual real estate investment funds managed by Duemme SGR (a subsidiary of the Banca Esperia Group specialising in asset management services) became effective. The transfer of the business division has enabled IDeA FIMIT SGR to take on the management of eight real estate funds with assets that include around 60 buildings, worth a total of approximately EUR 500 million.


40

The table below summarises the value of assets under management and management fees for IDeA FIMIT SGR at 31 March 2013.

(EUR million)Asset Under Management at 31.03.2013

Management fees

at 31.03.2013

Breakdown of fundsAtlantic 1 657 1.4 Atlantic 2 Berenice 469 0.6 Alpha 457 1.0 Beta 210 0.6 Delta 344 0.7 Listed funds 2,137 4.3 Reserved funds 7,273 12.2 Total IDeA FIMIT SGR 9,410 16.5 Some of the key financials of the listed funds (Atlantic 1, Atlantic 2, Alpha, Beta and Delta – figures in EUR) in the asset management portfolio are also provided below, with an analysis of the real estate portfolio at the date of the latest report available, broken down by geographical area and by intended use. Atlantic 1 12/31/2012

Market value of property 631,770,000Historical cost and capitalised charges 618,000,162Loan 355,596,609Net Asset Value ("NAV") 281,350,818NAV/unit (EUR) 539.482Market price/unit (EUR) 174.41Dividend yield of placement* 4.55%* Ratio between income per unit and average annual nominal value per unit

Atlantic 1: Diversification by geographical area Atlantic 1: Diversification by intended use

Lombardia68%

Lazio 15%

Campania 12%

Piemonte /Emilia R.

5% Offices 84%

Commercial 16%


41

Atlantic 2 - Berenice 12/31/2012


Atlantic 2: Diversification by geographical area Atlantic 2: Diversification by intended use

Alpha 12/31/2012

Market value of property 407,040,000Historical cost and capitalised charges 323,428,239Loan 63,142,155Net Asset Value ("NAV") 384,442,764NAV/unit (EUR) 3,701.0Market price/unit (EUR) 1,058.0Dividend yield of placement* 6.38%* Ratio between income per unit and average annual nominal value per unit

Alpha: Diversification by geographical area Alpha: Diversification by intended use

Lombardia52%

Lazio 27%

Piemonte 17%

Altri 4%Offices 68%

Other 32%

Lazio 83%Lombardia

12% Emilia

Romagna 5% Offices 60%Other 40%


42

Beta 12/31/2012


Beta: Diversification by geographical area Beta: Diversification by intended use

Delta 12/31/2012

Market value of property 325,046,667Historical cost and capitalised charges 375,092,958Loan 137,332,436Net Asset Value ("NAV") 204,089,909NAV/unit (EUR) 96.940Market price/unit (EUR) 30.5Dividend yield of placement* n.a.* No distributions arising from the investment

Delta: Diversification by geographical area Delta: Diversification by intended use

Sardegna39%

Lazio 35%

Umbria 26%Offices 41%

Hotels 39%

Specific Use 19%

Commercial 1%

Hotels62%

Other34%

Offices4%Sardegna

39%

Veneto 17%

Calabria 10%

Abruzzo 8%

Emilia Romagna

11%

Lombardia 5% Campania 4% Piemonte

3% Toscana

3%


43

In terms of operating performance, IDeA FIMIT SGR recorded an improved pre-tax profit figure in the first quarter of 2013 compared with the same period the previous year, mainly due to growth in management fees and income from fund units held. IDeA FIMIT SGR (EUR million) First Quarter 2013 First Quarter 2012

AUM 9,410 9,476

Management fees 16.5 16.2

EBT 6.9 5.6

EBT - before PPA 9.4 8.5

Net profit 4.4 3.5


44

Financial Review - Income statement

The Group reported a net profit of approximately EUR 3.1 million for the first quarter of 2013, compared with a net loss of EUR 0.9 million in the same period of 2012. In light of the deconsolidation of the investment in Soprarno from the fourth quarter of 2012 (following the sale of the controlling stake), Soprarno is currently valued at equity; in order to provide a like-for-like comparison between the first quarter of 2013 and the same period in the previous year, the results for the latter period have been restated with Soprarno valued at equity. The comments below relate to the restated figures. Revenues and other income break down as follows:

- Alternative Asset Management fees totalling EUR 19.4 million - a contribution from investments valued at equity of EUR +2.4 million (EUR +5.1 million

in the same period of 2012), due to the investment in Santé (around EUR +3.1 million) and the investment in IDeA OF I (EUR -0.5 million)

- other investment income, net of liabilities, totalling EUR +1.4 million (EUR +0.3 million in the same period of 2012).

Operating costs totalled EUR 18.7 million (EUR 20.4 million in the same period of 2012), of which EUR 15.4 million was attributable to Alternative Asset Management, EUR 0.7 million to the Private Equity Investment business and EUR 2.6 million to holding company activities. Alternative Asset Management costs include the effects of the amortisation of intangible assets, totalling EUR 3.0 million, recorded when a portion of the purchase price of the investments was allocated. Financial income and charges, which totalled EUR -6.7 million at 31 March 2013 (EUR -2.2 million in the same period of 2012) mainly relate to income generated from cash and cash equivalents, financial charges and income/charges on derivative contracts. The total tax impact for the first quarter of 2013 (EUR -2.6 million, compared with EUR -3.5 million in the same period of 2012) is the combined result of taxes of EUR 3.0 million due in respect of Alternative Asset Management activities, tax credits of EUR 0.7 million relating to the Private Equity Investment business and taxes of EUR 0.3 million due in respect of holding activities. Of the total consolidated net profit of EUR 2.9 million, about EUR +2.6 million was attributable to the Private Equity Investment business, around EUR +3.6 million to Alternative Asset Management and approximately EUR -3.4 million to holding company operations/eliminations.


45

Summary Group income statement

(Euro thousand)

First Quarter

2013

First Quarter

2012

First Quarter

2012 Adjusted

(*)

Alternative Asset Management fees 19,393 20,132 19,249Income (loss) from equity investments 2,351 4,963 5,057Other investment income/expense 1,417 342 315Income from services 3,097 2,266 2,266Other income 67 157 158Other expenses (18,699) (21,092) (20,350)Financial income and expenses (285) (2,169) (2,171)PROFIT/(LOSS) BEFORE TAX 7,341 4,599 4,524Income tax (2,581) (3,591) (3,516)PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 4,760 1,008 1,008 Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0PROFIT/(LOSS) FOR THE PERIOD 4,760 1,008 1,008 - Group share 3,052 (947) (947) - Non controlling interests 1,708 1,955 1,955

Earnings per share, basic (€) 0.011 (0.003) (0.003)

Earnings per share, diluted (€) 0.011 (0.003) (0.003)(*) data adjusted with investment in Soprarno at Equity Summary Group Income Statement - Performance by business in the first quarter of 2013

(Euro thousand)Private Equity

Investment

Alternative Asset

ManagementHoldings/

Eliminations Consolidated

Alternative Asset Management fees 0 19,393 0 19,393Income (loss) from equity investments 2,306 0 45 2,351Other investment income/expense 0 1,463 (46) 1,417Income from services 9 3,062 93 3,164Other expenses (706) (15,399) (2,594) (18,699)Financial income and expenses 299 (12) (572) (285)PROFIT/(LOSS) BEFORE TAXES 1,908 8,507 (3,074) 7,341Income tax 731 (3,010) (302) (2,581)PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 2,639 5,497 (3,376) 4,760 Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0PROFIT/(LOSS) FOR THE PERIOD 2,639 5,497 (3,376) 4,760 - Group share 2,639 3,789 (3,376) 3,052 - Non controlling interests 0 1,708 0 1,708 Summary Group Income Statement - Performance by business in the first quarter of 2012 restated

(Euro thousand)Private Equity

Investment

Alternative Asset

ManagementHoldings/

Eliminations Consolidated

Alternative Asset Management fees 0 19,249 0 19,249Income (loss) from equity investments 4,963 95 0 5,057Other investment income/expense 0 297 18 315Income from services 9 2,280 135 2,424Other expenses (3,662) (13,985) (2,703) (20,350)Financial income and expenses (37) (97) (2,037) (2,171)PROFIT/(LOSS) BEFORE TAXES 1,273 7,838 (4,587) 4,524Income tax (627) (2,885) (4) (3,516)PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 646 4,953 (4,591) 1,008 Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0 0PROFIT/(LOSS) FOR THE PERIOD 646 4,953 (4,591) 1,008 - Group share 646 2,655 (4,248) (947) - Non controlling interests 0 2,298 (343) 1,955


46

Financial Review - Statement of Performance - IAS 1

Comprehensive Income or the Statement of Performance (IAS 1), in which performance for the period attributable to the group is reported including results posted directly to shareholders' equity, reflects a net positive balance of approximately EUR 21.7 million compared with a net positive balance of EUR 34.0 million in the same period of 2012. This comprised:

net profit of EUR 3.1 million recorded on the income statement profits posted directly to shareholders’ equity totalling EUR 18.6 million.

As regards the latter, the largest component was the increase in fair value of Kenan/Migros. The increase of EUR 16.2 million compared with 31 December 2012 in the value of this equity investment was due to the rise in the value of Migros shares (TRY 22.7 per share at 31 March 2013 versus approximately TRY 21.5 per share at 31 December 2012), and the strengthening of the Turkish lira against the euro (2.31 TRY/EUR at 31 March 2013 versus 2.36 TRY/EUR at 31 December 2012). The effect of this change in fair value on the DeA Capital Group’s NAV was partially offset by the provisioning of estimated carried interest of around EUR -14.5 million, to be paid to the lead investor, BC Partners, based on the total capital gain.

(Euro thousand)First Quarter

2013First Quarter

2012

Profit/(loss) for the period (A) 4,760 1,008

Gains/(Losses) on fair value of available-for-sale financial assets 17,431 34,354

Share of other comprehensive income of associates 1,485 583

Other comprehensive income, net of tax (B) 18,916 34,937Total comprehensive income for the period (A)+(B) 23,676 35,945

Total comprehensive income attributable to: - Group Share 21,728 33,990 - Non Controlling Interests 1,948 1,955


47

Financial Review - Statement of financial position Below is the Group’s statement of financial position at 31 March 2013 compared with 31 December 2012.

(Euro thousand) March

31,2013 December 31,2012

ASSETS

Non-current assetsIntangible and tangible assets

Goodwill 208,891 208,891 Intangible assets 102,788 105,992 Property, plant and equipment 3,334 2,527

Total intangible and tangible assets 315,013 317,410 Investments

Investments valued at equity 304,670 296,366 Other available-for-sale companies 240,124 223,896 Available-for-sale funds 170,494 166,504 Other avalaible-for-sale financial assets 330 327

Total Investments 715,618 687,093 Other non-current assets

Deferred tax assets 3,108 2,754 Loans and receivables 28,103 27,444 Other non-current assets 25,944 25,944

Total other non-current assets 57,155 56,142 Total non-current assets 1,087,786 1,060,645

Current assetsTrade receivables 12,939 12,256 Available-for-sale financial assets 5,171 5,666 Financial receivables - 2,003 Tax receivables from Parent companies 7,489 7,489 Other tax receivables 2,043 2,522 Other receivables 3,446 7,792 Cash and cash equivalents 52,257 29,156

Total current assets 83,345 66,884 Total current assets 83,345 66,884

Held-for-sale assets - - TOTAL ASSETS 1,171,131 1,127,529

SHAREHOLDERS' EQUITY AND LIABILITIESSHAREHOLDERS' EQUITY

Net equity Group 744,172 723,138 Minority interests 138,256 136,309 Shareholders' equity 882,428 859,447

LIABILITIESNon-current liabilities

Deferred tax liabilities 25,737 25,668 Provisions for employee termination benefits 3,164 3,035 Long term financial loans 162,180 142,802 Payables to staff 1,941 1,956

Total non-current liabilities 193,022 171,505 Current liabilities

Trade payables 26,134 27,420 Payables to staff and social security organisations 9,834 8,868 Current tax 10,211 7,473 Other tax payables 3,741 4,276 Other payables 1,616 1,495 Short term financial loans 44,145 45,089

Total current liabilities 95,681 94,621 Held-for-sale liabilities - - TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,171,131 1,125,573


48

At 31 March 2013, group shareholders’ equity was approximately EUR 744.2 million, compared with EUR 723.1 million at 31 December 2012. The increase of about EUR 21.1 million in group shareholders' equity in the first quarter of 2013 was chiefly due to the reasons already discussed in the Statement of Performance - IAS 1 (EUR +21.7 million) and to the effects of the share buy-back plan (EUR -0.9 million).

Financial Review – Net financial position

At 31 March 2013, the consolidated net financial position was approximately EUR -120.8 million, as shown in the table below, which provides a breakdown of assets and liabilities and a comparison with the same figures at 31 December 2012: Net financial position Change(EUR million)Cash and cash equivalents 52.3 29.2 23.1Available-for-sale financial assets 5.1 7.7 (2.6)Financial receivables 28.1 27.4 0.7Non-current financial liabilities (162.2) (142.8) (19.4)Current financial liabilities (44.1) (45.1) 1.0TOTAL (120.8) (123.6) 2.8

31.03.2013 31.12.2012

The change in consolidated net debt at 31 March 2013 was due to the combined effect of the following factors: change in the net financial position of Alternative Asset Management companies of EUR

+12.1 million (related to IDeA FIMIT SGR’s cash flow from operations); a change of EUR -9.3 million in the net financial position of holding companies, of which

EUR -6.2 million relate to investments net of capital distributions from funds and EUR -0.9 million to the outlay for the share buyback plan.

The company believes that the cash and cash equivalents and the other financial resources available are sufficient to meet the requirement relating to payment commitments already subscribed in funds, also taking into account the amounts expected to be called up/reimbursed by these funds. With regard to these residual commitments, the company believes that the funds and credit lines currently available, as well as those that will be generated by its operating and financing activities, will enable the DeA Capital Group to meet the financing required for its investment activity and to manage working capital and repay debts when they become due. The following points relate to the individual items that make up the consolidated net financial position:

”Non-current financial liabilities” mainly include EUR 120.0 million relating to the use of the credit line provided by Mediobanca, EUR 12.2 million relating to the use of the credit line granted to IDeA FIMIT SGR by Banca Intermobiliare di Investimenti e Gestioni S.p.A., EUR 26.0 million in respect of the vendor loan to acquire the tranche of mezzanine bonds issued by SDE

“Current financial liabilities” chiefly include the amounts still to be paid for the acquisition of 30% of FARE Holding, now DeA Capital Real Estate (expiry: December 2013).


49

6. Other information Transactions with parent companies, subsidiaries and related parties

Transactions with related parties, including intercompany transactions, were typical, usual transactions that are part of the normal business activities of Group companies. Such transactions are concluded at standard market terms for the nature of the goods and/or services offered. With regard to transactions with parent companies, note the following:

1) DeA Capital S.p.A. signed a service agreement with the controlling shareholder, De Agostini S.p.A., for the latter to provide operating services in the administration, finance, control, legal, corporate and tax areas.

This agreement, which is renewable annually, is priced at market rates, and is intended to allow the company to maintain a streamlined organisational structure in keeping with its development policy, and at the same time to obtain adequate operational support.

2) DeA Capital S.p.A. and IDeA Capital Funds SGR have adopted the national tax

consolidation scheme of the B&D Group (the Group headed by B&D Holding di Marco Drago e C. S.a.p.a., the Parent Company of De Agostini S.p.A.). This option was exercised jointly by each of the two companies and B&D Holding di Marco Drago e C. S.a.p.a. by signing the "Regulation for participation in the national tax consolidation scheme for companies in the De Agostini Group" and notifying the tax authorities of this option pursuant to the procedures and terms and conditions set out by law.

The option for DeA Capital S.p.A., which was renewed during 2011, is irrevocable for the three-year period of 2011-2013 unless the requirements for applying the scheme are not met, while in the case of IDeA Capital Funds SGR, the option was signed in 2012 and relates to the three-year period of 2012-2014.

3) In order to enable a more efficient use of liquidity and the activation of credit lines with better terms and conditions compared with those that may be obtained from banks, DeA Capital S.p.A. has signed a framework agreement (Framework Agreement) with parent company De Agostini S.p.A. for the provision of short-term intercompany loans. Deposit/financing operations falling within this Framework Agreement shall only be activated subject to verification that the terms and conditions determined at any time are advantageous, and will be provided on a revolving basis, and with maturities of not more than three months. The Framework Agreement shall have a duration of one year and is renewable. The amounts involved in the deposit/financing operations will however be below the thresholds defined for “transactions of lesser importance” pursuant to Consob Regulation 17221/2010 (Transactions with Related Parties) and the internal procedure on Transactions with Related Parties adopted by DeA Capital S.p.A., i.e. they will be limited, cumulatively and per year, to 5% of the consolidated shareholders’ equity of DeA Capital S.p.A.


50

Other information At 31 March 2013, the Group had 215 employees (207 at the end of 2012), including 36 senior managers, 64 middle managers and 112 clerical staff. 199 of these worked in Alternative Asset Management and 16 in Private Equity Investment/holding company activities. These staff levels do not include personnel on secondment from the Parent Company De Agostini S.p.A. With regard to the regulatory requirements set out in art. 36 of the Market Regulation on conditions for the listing of parent companies of companies formed or regulated by laws of non-EU countries and of significant importance in the consolidated accounts, it is hereby noted that no group company falls within the scope of the above-mentioned provision. Furthermore, conditions prohibiting listing pursuant to art. 37 of the Market Regulation relating to companies subject to the management and coordination of other parties do not apply.


51

Consolidated Financial Statements and Notes to the Accounts


52

Consolidated Statement of Financial Position

(Euro thousand) March

31,2013 December 31,2012

ASSETS

Non-current assetsIntangible and tangible assets

Goodwill 208,891 208,891 Intangible assets 102,788 105,992 Property, plant and equipment 3,334 2,527

Total intangible and tangible assets 315,013 317,410 Investments

Investments valued at equity 304,670 296,366 Other available-for-sale companies 240,124 223,896 Available-for-sale funds 170,494 166,504 Other avalaible-for-sale financial assets 330 327

Total Investments 715,618 687,093 Other non-current assets

Deferred tax assets 3,108 2,754 Loans and receivables 28,103 27,444 Other non-current assets 25,944 25,944

Total other non-current assets 57,155 56,142 Total non-current assets 1,087,786 1,060,645

Current assetsTrade receivables 12,939 12,256 Available-for-sale financial assets 5,171 5,666 Financial receivables - 2,003 Tax receivables from Parent companies 7,489 7,489 Other tax receivables 2,043 2,522 Other receivables 3,446 7,792 Cash and cash equivalents 52,257 29,156

Total current assets 83,345 66,884 Total current assets 83,345 66,884

Held-for-sale assets - - TOTAL ASSETS 1,171,131 1,127,529

SHAREHOLDERS' EQUITY AND LIABILITIESSHAREHOLDERS' EQUITY

Net equity Group 744,172 723,138 Minority interests 138,256 136,309 Shareholders' equity 882,428 859,447

LIABILITIESNon-current liabilities

Deferred tax liabilities 25,737 25,668 Provisions for employee termination benefits 3,164 3,035 Long term financial loans 162,180 142,802 Payables to staff 1,941 1,956

Total non-current liabilities 193,022 171,505 Current liabilities

Trade payables 26,134 27,420 Payables to staff and social security organisations 9,834 8,868 Current tax 10,211 7,473 Other tax payables 3,741 4,276 Other payables 1,616 1,495 Short term financial loans 44,145 45,089

Total current liabilities 95,681 94,621 Held-for-sale liabilities - - TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,171,131 1,125,573


53

Consolidated Income Statement

(Euro thousand)

First Quarter

2013

First Quarter

2012

First Quarter

2012 Adjusted

(*)

Alternative Asset Management fees 19,393 20,132 19,249Income from equity investments 2,351 4,963 5,057Other investment income/expense 1,417 342 315Income from services 3,097 2,266 2,266Other income 67 157 158Personnel costs (8,233) (7,727) (7,379)Service costs (5,444) (8,408) (8,022)Depreciation, amortization and impairment (3,440) (3,870) (3,862)Other expenses (1,582) (1,087) (1,087)Financial income 1,189 316 314Financial expenses (1,474) (2,485) (2,485)PROFIT/(LOSS) BEFORE TAX 7,341 4,599 4,524Income tax (2,581) (3,591) (3,516)PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 4,760 1,008 1,008 Profit (Loss) from discontinued operations/held-for-sale assets 0 0 0PROFIT/(LOSS) FOR THE PERIOD 4,760 1,008 1,008 - Group share 3,052 (947) (947) - Non controlling interests 1,708 1,955 1,955

Earnings per share, basic (€) 0.011 (0.003) (0.003)

Earnings per share, diluted (€) 0.011 (0.003) (0.003) Statement of Consolidated Comprehensive Income (Statement of Performance -

IAS 1)


2013First Quarter

2012

Profit/(loss) for the period (A) 4,760 1,008

Gains/(Losses) on fair value of available-for-sale financial assets 17,431 34,354

Share of other comprehensive income of associates 1,485 583

Other comprehensive income, net of tax (B) 18,916 34,937Total comprehensive income for the period (A)+(B) 23,676 35,945

Total comprehensive income attributable to: - Group Share 21,728 33,990 - Non Controlling Interests 1,948 1,955


54

Consolidated Cash Flow Statement (direct method)


2013First Quarter

2012CASH FLOW from operating activities

Investments in funds and shareholdings (13,733) (3,016)Acquistions of subsidiaries net of cash acquired (242) (52)Capital reimbursements from funds 7,352 1,255Proceeds from the sale of investments 0 0Interest received 125 281Interest paid (721) (886)Cash distribution from investments 1,466 1,040Realized gains (losses) on exchange rate derivativ (305) (149)Taxes paid (315) (447)Taxes refunded 0 0Dividends received 0 0Management and performance fees received 17,154 20,678Revenues for services 7,350 2,476Operating expenses (15,745) (18,545)

Net cash flow from operating activities 2,386 2,635

CASH FLOW from investment activities

Acquisition of property, plant and equipment (548) (82)Sale of property, plant and equipment 13 0Purchase of licenses (1) (50)

Net cash flow from investing activities (536) (132)

CASH FLOW from investing activities

Acquisition of financial assets (2) (1,019)Sale of financial assets 2,506 5,204Share capital issued 150 0Share capital issued:stock option plan 0 0Own shares acquired (885) (2,294)Own shares sold 0 0Interest from financial activities 0 0Dividends paid 0 0Warrant 0 0Managers Loan 0 0Vendor loan 0 0Quasi-equity loan 0 0Bank loan paid back (518) 0Bank loan received 20,000 0

Net cash flow from financing activities 21,251 1,891

CHANGE IN CASH AND CASH EQUIVALENTS 23,101 4,394

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 29,156 46,764Cash and cash equivalents relating to held-for-sale assets 0 0Cash and cash equivalents at beginning of period 29,156 46,764

EFFECT OF CHANGE IN BASIS OF CONSOLIDATION: CASH AND CA 0 0

CASH AND CASH EQUIVALENTS AT END OF PERIOD 52,257 51,158

Held-for-sale assets and minority interests 0 0

CASH AND CASH EQUIVALENTS AT END OF PERIOD 52,257 51,158


55

Statement of Changes in Consolidated Shareholders’ Equity

(Euro thousand) Share Capital

Treasury share reserve, capital

reserve, retained earnings

Fair Value Reserve

Total Group

Non controlling interests

Total Consolidated

Shareholders' equity

Total at december 31, 2011 280,697 385,216 3,132 669,045 134,324 803,369Cost of Stock Options 0 206 0 206 0 206Purchase of own shares (1,691) (603) (2,294) 0 (2,294)Other changes 0 (86) 0 (86) 0 (86)Total comprehensive income for the year 0 (947) 34,937 33,990 923 34,913

Total at march 31, 2013 279,006 383,786 38,069 700,861 135,247 836,108

(Euro thousand) Share Capital

Treasury share reserve, capital

reserve, retained earnings

Fair Value Reserve

Total Group

Non controlling interests

Total Consolidated

Shareholders' equity

Total at december 31, 2012 274,606 356,627 91,905 723,138 136,309 859,447Cost of Stock Options 0 176 0 176 0 176Purchase of own shares (631) (254) 0 (885) 0 (885)Other changes 0 15 0 15 (1) 14Total comprehensive income for the year 0 3,052 18,676 21,728 1,948 23,676

Total at march 31, 2013 273,975 359,616 110,581 744,172 138,256 882,428


56

Introduction to the Notes to the Accounts Structure and content of the Interim Management Report to 31 March 2013 The Interim Management Report to 31 March 2013 (the Report) constitutes the document stipulated by art. 154-ter of the Testo Unico della Finanza law (TUF). Information regarding the company’s operating performance and financial position is prepared in accordance with the valuation criteria and measurement criteria set out by the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) and adopted by the European Commission pursuant to the procedures contained in art. 6 of Regulation (EC) no. 1606/2002 of the European Parliament and Council of 19 July 2002. The accounting principles used in the report do not differ from those used at 31 December 2012 or 31 March 2012. The Report comprises the following consolidated financial statements – the Statement of Financial Position, the Income Statement, the Statement of Comprehensive Income (Statement of Performance – IAS 1), the Cash Flow Statement, the Statement of Changes in Shareholders' Equity – and these Notes to the Accounts; it is also accompanied by the Interim Report on Operations and the Statement of Responsibilities for the Interim Management Report. The consolidated financial statements in the Report have not been audited by the independent auditors. Information regarding the company’s operating performance refers to the first quarter of 2013 and the first quarter of 2012; information relating to the statement of financial position refers to 31 March 2013 and 31 December 2012. The consolidated financial statements have the same format as those presented in the financial statements to 31 December 2012. As permitted by IAS/IFRS, the preparation of the Report required the use of significant estimates by the company's management, especially with regard to fair value assessments of the investment portfolio (equity investments and funds). These fair value assessments were determined by directors based on their best judgement and estimation using the knowledge and evidence available at the time the Report was prepared. However, due to objective difficulties in making assessments and the absence of a liquid market, the values assigned to such assets could differ, perhaps significantly, from those that could be obtained by selling the assets. In accordance with the provisions of IAS/IFRS and current laws, the company authorised the publication of the Report in accordance with the law.


57

Basis of consolidation The basis of consolidation at 31 March 2013 has changed compared with that at 31 December 2012, following the purchase by DeA Capital S.p.A. of the shares held by the former CEO of IDeA SIM, equal to 30% of its capital, bringing its investment to 95% of the company’s capital. As a result, at 31 March 2013, the following companies formed part of the DeA Capital Group's basis of consolidation: Company Registered office Currency Share capital % holding Consolidation methodDeA Capital S.p.A. Milan, Italy Euro 306,612,100 HoldingDeA Capital Investments S.A. Luxembourg Euro 515,992,516 100% Full consolidation (IAS 27)Santè S.A. Luxembourg Euro 1,008,265 42.89% Equity accounted (IAS 28)Sigla Luxembourg S.A. Luxembourg Euro 482,684 41.39% Equity accounted (IAS 28)IDeA Capital Funds SGR S.p.A. Milan, Italy Euro 1,200,000 100.00% Full consolidation (IAS 27)Soprarno SGR S.p.A. Florence, Italy Euro 2,000,000 20.00% Equity accounted (IAS 28)IDeA SIM S.p.A. Milan, Italy Euro 120,000 95.00% Full consolidation (IAS 27)IDeA OF I Milan, Italy Euro - 46.99% Equity accounted (IAS 28)Atlantic Value Added Rome, Italy Euro - 27.27% Equity accounted (IAS 28)DeA Capital Real Estate S.p.A. Milan, Italy Euro 600,000 100.00% Full consolidation (IAS 27)Innovation Real Estate S.p.A. Milan, Italy Euro 519,475 96.25% Full consolidation (IAS 27)Innovation Real Estate Advisory S.r.l. Milan, Italy Euro 105,000 96.25% Full consolidation (IAS 27)I.F.IM. S.r.l. Milan, Italy Euro 10,000 100.00% Full consolidation (IAS 27)IDeA FIMIT SGR S.p.A. Rome, Italy Euro 16,757,574 61.30% Full consolidation (IAS 27)Harvip Investimenti S.p.A. Milan, Italy Euro 1,980,000 25.00% Equity accounted (IAS 28)


58

Notes to the Consolidated Statement of Financial Position NON-CURRENT ASSETS Non-current assets totalled approximately EUR 1,087.8 million at 31 March 2013, compared with EUR 1,060.6 million at 31 December 2012. Intangible and tangible assets This item includes goodwill (EUR 208.9 million), other intangible assets (EUR 102.8 million) and tangible assets (EUR 3.3 million). Goodwill chiefly relates to the goodwill accounted for in respect of the acquisition of 100% of FARE Holding (now DeA Capital RE) and of IDeA Capital Funds SGR, and the controlling interests in IFIM and FIMIT SGR. Other intangible assets mainly relate to customer contracts, which arise from the allocation of the merger cost for the acquisition of IDeA Capital Funds SGR and FIMIT SGR and are recorded separately from goodwill. Equity investments in associates This item, which totalled EUR 304.7 million at 31 March 2013 (EUR 296.4 million at 31 December 2012), relates to the assets set out below.

- the equity investment in Santé is valued at approximately EUR 229.6 million (EUR 226.1 million at 31 December 2012); the change compared with 31 December 2012 was due to profit booked in the income statement of EUR 3.1 million and other positive changes totalling EUR 0.4 million - the investment in Sigla Luxembourg is valued at approximately EUR 12.1 million (EUR 12.3 million at 31 December 2012). The change compared with 31 December 2012 is due to the loss made in the period - the units held in IDeA OF I were reported at around EUR 53.2 million (EUR 48.1 million at 31 December 2012). The change is attributable to capital calls of EUR 4.5 million, an increase of EUR 1.1 million in fair value and a pro-rata net loss for the period of EUR 0.5 million - the equity investment in Harvip Investimenti is valued at approximately EUR 0.8 million, in line with the figure registered at 31 December 2012 - the units held in the AVA fund is valued at approximately EUR 7.7 million, in line with the figure recorded at 31 December 2012.

The table below provides details of investments in associates at 31 March 2013 by area of activity.

(EUR million) Private Equity Investment


Total

Santè 229.6 0.0 229.6Sigla 12.1 0.0 12.1IDeA OF I 53.2 0.0 53.2AVA Fund 2.4 5.0 7.4Soprarno 1.6 0.0 1.6Harvip Investimenti S.p.A. 0.8 0.0 0.8Total 299.7 5.0 304.7


59

Available-for-sale investments At 31 March 2013, the DeA Capital Group was a minority shareholder of Kenan Investments (the indirect parent company of Migros), Stepstone, Alkimis SGR, two US companies operating in the biotech and printed electronics sectors, TLcom Capital LLP (management company under English law) and TLcom II Founder Partner SLP (limited partnership under English law). The equity investment in Kenan Investments is recorded in the consolidated financial statements to 31 March 2013 at EUR 239.8 million (EUR 223.6 million at 31 December 2012). The increase of EUR 16.2 million was due to the rise in the value of Migros shares (TRY 22.7 per share at 31 March 2013, compared with approximately TRY 21.5 per share at 31 December 2012, and the strengthening of the Turkish lira against the euro (2.31 TRY/EUR at 31 march 2013 versus 2.36 TRY/EUR at 31 December 2012). The effect of this change in fair value on the DeA Capital Group’s NAV was partially offset by the provisioning of estimated carried interest of around EUR -14.5 million, to be paid to the lead investor, BC Partners, based on the total capital gain. The table below provides details of equity investments in other companies at 31 March 2013 by area of activity.



Total

Kenan Investments 239.8 0.0 239.8Minor investments 0.3 0.0 0.3Total 240.1 0.0 240.1


60

Available-for-sale funds This item relates to investments in units of two funds of funds (IDeA I FoF and IDeA ICF II), one theme fund (IDeA EESS), 11 real estate funds and seven venture capital funds, totalling approximately EUR 170.5 million at 31 March 2013, compared with EUR 166.5 million at the end of 2012.

(Euro thousand)Balance at

1.1.2013Increase

(Capital call)

Decrease (Capital

Distribution)Impairment Fair Value

AdjustmentTranslation

effectBalance at

31.03.2013

Venture Capital Funds 10,122 0 0 (59) 276 (139) 10,200IDeA I FoF 103,097 330 (5,535) 0 2,278 0 100,170ICF II 16,506 5,667 (1,122) 0 314 0 21,365IDeA EESS 621 2,044 0 0 (149) 0 2,516IDeA FIMIT SGR Funds 36,158 0 (703) 0 789 0 36,244Total Funds 166,504 8,041 (7,360) (59) 3,508 (139) 170,495 The table below provides a breakdown of the funds in the portfolio at 31 March 2013 by area of activity.



Total

Venture capital funds 10.2 0.0 10.2IDeA I FoF 100.2 0.0 100.2ICF II 21.4 0.0 21.4IDeA EESS 2.5 0.0 2.5IDeA FIMIT SGR Funds 0.0 36.2 36.2Total Funds 134.3 36.2 170.5 Other available-for-sale financial assets This item, totalling EUR 0.3 million at 31 March 2013, relates to the minority equity investments held by IRE. Deferred tax assets Deferred tax assets totalled EUR 3.1 million at 31 March 2013, compared with EUR 2.8 million at 31 December 2012. Loans and receivables This item totalled EUR 28.1 million at 31 March 2013 (compared with EUR 27.4 million at 31 December 2012). It relates to loans to the senior management of GDS for the capital increase at Santé, as part of the equity plan involving shares in the latter, and to the quasi-equity loan between DeA Capital Investments S.A. and Santé S.A. (EUR 26.0 million). . Other non-current assets This item, which came in at EUR 57.2 million at 31 March 2013, is in line with the figure at 31 December 2012, and mainly relates to the receivable from the Beta Immobiliare Fund concerning the final variable commission. This receivable corresponds to the share of the overperformance fee that has accrued since the fund was launched and which IDeA FIMIT SGR expects to receive when the fund is liquidated.


61

CURRENT ASSETS Current assets were approximately EUR 80.0 million at 31 March 2013, compared with EUR 66.9 million at 31 December 2012; at the end of the first quarter of 2013, the item comprised:

EUR 52.3 million in cash and cash equivalents (EUR 29.2 million at 31 December 2012)

EUR 5.2 million in available-for-sale financial assets, held as a temporary

investment of excess cash EUR 25.8 million relating to tax receivables under the tax consolidation scheme,

other receivables from tax authorities and trade receivables (EUR 32.0 million at 31 December 2012).

SHAREHOLDERS' EQUITY At 31 March 2013, group shareholders’ equity was approximately EUR 744.2 million, compared with EUR 723.1 million at 31 December 2012. The increase of about EUR 21.1 million in group shareholders' equity in the first quarter of 2013 was chiefly due to the reasons already discussed in the Statement of Performance - IAS 1 (EUR +21.7 million) and to the effects of the share buy-back plan (EUR -0.9 million). NON-CURRENT LIABILITIES At 31 March 2013, non-current liabilities totalled approximately EUR 193.2 million, compared with EUR 173.5 million at 31 December 2012. Deferred tax liabilities This item totalled EUR 25.7 million at 31 March 2013, compared with EUR 25.7 million at 31 December 2012. It mainly includes deferred tax liabilities relating to the tax effects of allocating part of the acquisition cost of the subsidiaries in the purchase price allocation (PPA) phase. End-of-service payment fund The end-of-service payment fund, at EUR 3.2 million, is a defined benefit plan, and has therefore been valued using actuarial assessments. Non-current financial liabilities Non-current financial liabilities totalled EUR 162.2 million (EUR 142.8 million at 31 December 2012), and mainly relate to:

EUR 120.0 million for the use of the credit line provided by Mediobanca

EUR 12.2 million for the use of a credit line taken out by subsidiary IDeA FIMIT SGR EUR 25.8 million relating to the vendor loan to acquire the tranche of mezzanine

bonds issued by SDE.


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CURRENT LIABILITIES At 31 March 2013, current liabilities totalled EUR 95.7 million (EUR 94.6 million at 31 December 2012), and consisted of short-term financial payables (EUR 44.1 million), trade payables (EUR 26.1 million), payables to staff and social security institutions (EUR 9.8 million), current tax payables and other tax payables (EUR 14.0 million), and other payables (EUR 1.6 million).


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Notes to the Consolidated Income Statement In light of the deconsolidation of the investment in Soprarno from the fourth quarter of 2012 (following the sale of the controlling stake), Soprarno is currently valued at equity; in order to provide a like-for-like comparison between the first quarter of 2013 and the same period in the previous year, the results for the latter period have been restated with Soprarno valued at equity. The comments below relate to the restated figures.

Alternative asset management fees In the first quarter of 2013, Alternative Asset Management fees totalled EUR 19.4 million, compared with EUR 19.2 million in the same period of 2012; these related mainly to management fees paid to IDeA FIMIT SGR and to IDeA Capital Funds SGR for the funds they manage. Income from investments valued at equity This item includes income from associates valued at equity for the period. In the first quarter of 2013, income from investments valued at equity was positive at EUR 2.4 million (EUR 5.0 million in the same period of 2012), of which around EUR 3.1 million relates to the investment in Santé and EUR -0.5 million to the investment in IDeA OF I. Other investment income and charges The net income realised on investments in shareholdings and funds totalled approximately EUR 1.4 million in the first quarter of 2013, and mainly related to income from distributions of real estate funds. Service revenues This item, which totalled EUR 3.1 million in the first quarter of 2013 (EUR 2.3 million in the same period of 2012), chiefly relates to real estate consultancy and management services and the sale of buildings in the portfolios of the real estate funds. Personnel costs In the first quarter of 2013, personnel costs totalled EUR 8.2 million, compared with EUR 7.4 million in the same period of 2012. Service costs In the first quarter of 2013, service costs totalled EUR 5.4 million, compared with EUR 8.0 million in the same period of 2012. Depreciation, amortisation and write-downs This item came in at EUR 3.4 million in the first quarter of 2013, compared with EUR 3.9 million in the same period of the previous year, and relates to the amortisation of intangible assets resulting from the PPA of FIMIT SGR (EUR 2.5 million). Other charges In the first quarter of 2013, other costs totalled EUR 1.6 million, compared with EUR 1.1 million in the same period of 2012. Financial income (charges) In the first quarter of 2013, financial income totalled EUR 1.2 million (EUR 0.3 million in the same period of 2012), and financial charges were EUR 1.5 million (EUR 2.5 million in the same period of 2012). Income tax Income tax came to EUR 2.6 million in the first quarter of 2013, compared with EUR 3.5 million in the same period of 2012.


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Significant events after the end of the period and outlook Significant events after the end of the period Private equity funds – paid calls/reimbursements

After the end of the first quarter of 2013, the DeA Capital Group increased its investments in the IDeA I FoF, ICF II and IDeA OF I funds following total payments of EUR 2.2 million (EUR 1.8 million, EUR 0.1 million and EUR 0.3 million respectively). At the same time, the DeA Capital Group received capital reimbursements totalling EUR 0.5 million from the IDeA OF I fund, to be used in full to reduce the value of the units.

IDeA EESS – IV closing, paid calls and reimbursements On 12 April 2013, the IDeA EESS fund completed the fourth and final closing, reaching its stated commitment target of EUR 100 million. At the same time, the DeA Capital Group subscribed to a further commitment of EUR 2.5 million, taking its total commitment in the fund to EUR 15.3 million. On this date, the fund had called up 4% of subscribers’ commitments. The combined result of these events (realignment of the outlay for the units already held in the portfolio and payment for the capital call) was net income of EUR 0.1 million for the DeA Capital Group.

Appointment of new corporate bodies On 19 April 2013, the shareholders’ meeting of DeA Capital S.p.A. appointed the Company’s new Board of Directors and the new Board of Statutory Auditors, which will remain in office for the three-year period until the approval of the financial statements for the year ending 31 December 2015. At the end of the shareholders’ meeting, the new Board of Directors met to appoint Paolo Ceretti as the Chief Executive Officer, and to invest the Chairman and the Chief Executive Officer with the necessary powers. The Board of Directors also adopted resolutions relating to corporate governance, and appointed independent director Rosario Bifulco as Lead Independent Director. Furthermore, it decided not to create a specific appointments committee, but to attribute its functions to the Remuneration and Appointments Committee, for which the related operating regulations have been approved. The Board appointed directors Severino Salvemini, Francesca Golfetto and Rosario Bifulco to the Remuneration and Appointments Committee, with Rosario Bifulco as chairman, and appointed Rosario Bifulco, Francesca Golfetto and Severino Salvemini to the Control and Risks Committee, with Severino Salvemini as chairman. Lastly, the Board of Directors confirmed the appointment of Lorenzo Pellicioli, the Chairman of the Board of Directors, as the executive director responsible for monitoring the effectiveness of the internal control and risk management system, and appointed Gian Piero Balducci (Chairman), Davide Bossi (Internal Audit) and Severino Salvemini to the Supervisory Body pursuant to Legislative Decree 231/2001 for the period 2013–2015.


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Share buy-back plan

On 19 April 2013, the shareholders’ meeting authorised the Board of Directors to buy and sell, on one or more occasions, on a rotating basis, a maximum number of ordinary shares in the company representing a stake of up to 20% of share capital. The plan replaced and revoked the previous plan approved by the shareholders’ meeting on 17 April 2012 (which was scheduled to expire on 17 October 2013) and will pursue the same objectives as the previous plan, including the purchase of own shares to be used for extraordinary transactions and share incentive schemes, to offer shareholders a means of monetarising their investment, to stabilise the share price and to regulate trading within the limits of current legislation. The authorisation specifies that purchases may be carried out up to the date of the shareholders’ meeting to approve the financial statements for the year ending 31 December 2013, and in any event, not beyond the statutory maximum duration, in accordance with all the procedures permitted by current regulations, and that DeA Capital may also sell the shares purchased for the purposes of trading, without time limits. The unit price for the purchase of the shares will be set on a case-by-case basis by the Board of Directors, but must not be more than 20% above or below the share’s reference price on the trading day prior to each purchase. In contrast, the authorisation to sell own shares already held in the company’s portfolio, and any shares bought in the future, was granted for an unlimited period, to be implemented using the methods considered most appropriate and at a price to be determined on a case-by-case basis by the Board of Directors, which must not, however, be more than 20% below the share's reference price on the trading day prior to each individual sale (apart from in certain exceptional cases specified in the plan). Sale transactions may also be carried out for trading purposes. On the same date, the Board of Directors voted to launch the plan to buy and sell own shares authorised by the shareholders’ meeting, and to this end vested the Chairman of the Board of Directors and the Chief Executive Officer with all the necessary powers, to be severally and with full power of delegation. Stock option and performance share plans

On 19 April 2013, the shareholders’ meeting approved the DeA Capital Stock Option Plan 2013–2015, and the Board of Directors of DeA Capital S.p.A., implementing the resolution of the shareholders’ meeting, voted: (i) to implement the DeA Capital stock option plan for 2013-2015 approved by the shareholders’ meeting, vesting the Chairman of the Board of Directors and the Chief Executive Officer will all necessary powers, to be exercised severally and with full power of delegation; and (ii) to allocate a total of 1,550,000 options to certain employees of the company, its subsidiaries and the parent company De Agostini S.p.A. who carry out important roles for the company. In line with the criteria specified in the regulations governing the DeA Capital Stock Option Plan for 2013–2015, the Board of Directors also set the exercise price for the options allocated on today’s date at EUR 1.289, which is the arithmetic mean of the official prices of ordinary DeA Capital shares on the Mercato Telematico Azionario, the Italian screen-based trading system organised and managed by Borsa Italiana S.p.A., on the trading days between 19 March 2013 and 18 April 2013. The shareholders’ meeting also approved a paid capital increase, in divisible form, without option rights, via the issue of a maximum of 2,000,000 ordinary shares to service the DeA Capital stock option plan for 2013-2015. The shareholders’ meeting also approved the performance share plan for 2013-2015. On the same date, to implement the resolution of the shareholders’ meeting, voted: (i) to implement


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the DeA Capital Performance Share Plan for 2013-2015 approved by the shareholders’ meeting, vesting the Chairman of the Board of Directors and the Chief Executive Officer with all the necessary powers, to be exercised severally and with full power of delegation; and (ii) to allocate a total of 393,500 units (representing the right to receive ordinary shares in the company free of charge, under the terms and conditions of the plan) to certain employees of the company, its subsidiaries and of the parent company De Agostini S.p.A. who carry out important roles for the company. The shares allocated due to the vesting of units will be drawn from the own shares already held by the company so that the allocation will not have a dilutive effect. The shareholders’ meeting also approved the Company’s Remuneration Policy pursuant to art. 123-ter of the Testo Unico della Finanza law. Outlook The outlook continues to focus on the strategic guidelines followed last year, with an emphasis on increasing the value of assets in the Private Equity Investment area and developing Alternative Asset Management platforms. In general terms, the economic environment – about which it is still difficult to make forecasts – will influence the industrial and economic performance of the Group’s assets, as well as the outlook for returns on the investments made. The Group believes, however, that it has built a portfolio that is highly “resistant” to shocks and one that can, at the same time, benefit from improvements in the economic environment, particularly, in financial markets, which significantly influence expectations of an increase in the value of investments and the raising of new funds. At the same time, in support of the strategic guidelines set out above, the company will continue to maintain a solid asset and financial structure, implementing any initiative with rigour and discipline.


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Statement of Responsibilities for the Interim Management Report to 31 March 2013


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Statement of Responsibilities for the Interim Management Report to 31 March 2013 pursuant to art. 154-bis of Legislative Decree 58/98 Manolo Santili, Chief Financial Officer, the manager responsible for preparing the accounting statements of DeA Capital S.p.A., hereby declares, pursuant to art. 154-bis, para. 2 of the Testo Unico della Finanza law, that the information contained in this document accurately represents the figures in the company’s accounting records. Milan, 9 May 2013 Manolo Santilli Manager responsible for preparing the company’s accounting statements

Economy & Finance

De a capital res int di gest al 31 3 2013_final-eng